COMPANY LIMITED BY SHARES UNDER SECTION 25

(NOT FOR PROFIT)

MADHYA PRADESH PICHHDA VARG TATHA

ALPSANKHYAK VITTA AIVAM VIKAS NIGAM

(Incorporated under the Companies Act 1956)

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

COMPANY LIMITED BY SHARES UNDER SECTION 25 (NOT FOR PROFIT)

MEMORANDUM OF ASSOCIATION

OF MADHYA PRADESH PICHHDA VARG TATHA ALPSANKHYAK VITTA AIVAM VIKAS NIGAM (Incorporated under the Companies Act 1956)

I. The name of the company is : Madhya Pradesh Pichhda

Varg Tatha Alpsankhyak Vitta Aivam Vikas Nigam

II. The Registered Office of the Company will be situated in the

State of Madhya Pradesh.

III. The objects for which the company is established are as under

-

(A) The main objects to be pursued by the Company on its

incorporation are -

1. To do and undertake the task of Social Economic and

Educational upliftment of the Backward classes and Minorities

in the State of Madhya Pradesh.

2. To implement such schemes, projects and programmes which

may result in the educational, advancement of the Backward

Classes and Minorities.

3. To render financial and other assistance in any form to the

members of Backward Classes and Minorities in order to

enable them to generate income for their livelihood.

4. To promote and operate schemes for providing education,

technical or otherwise, training, guidance amongst the

members of Backward Class and Minorities.

5. To provide financial assistance, in kind or in cash in the form of

loans, grants, subsidies, donations, either directly to the

members of backward classes and minorities or to and through

such organisations as are considered appropriate for the

purpose.

6. To promote, defend or represent the interests of the Backward

Classes and Minorities in any forum.

7. To provide legal assistance to the members of Backward

Classes and Minorities in matters relating to their economic,

social and educational upliftment.

8. To provide financial and other assistance to the members of

Backward Classes and Minorities either directly or through

other organisations to enable them to engage themselves in

construction of building and production, trading and transport of

the building material so as to improve their economic

conditions.

(B) The objects incidental or ancillary attainment of the above main objects are :-

9. To advance loans to the members of Backward Classes and

Minorities for establishing them in self-employment in trade

and/or industry.

10. To advance loans to such members of Backward Classes and

Minorities who want to start their own professions such as

Doctors, Engineers, Lawyers, Architects, Chartered

Accountants etc. or any other profession on personal security

or any other form of security.

11. To advance loans in kind or in cash, stand guarantee, or surety,

to assist in getting on hire purchase or otherwise, on easy

terms to the members of the Backward Classes and Minorities

for engaging them in transportation business for earning

income for their livelihood such as Auto, Tempo, Taxi, Jeep,

Mini Bus, Truck, Tractor etc. or any other 2, 3 or 4 wheeler

vehicles on his personnel security or on pledging or the

vehicles purchased.

12. To advance loans to members of Backward Classes and

Minorities individually and/or collectively i.e. as a Partnership

Act,1932, as an Association registered under the Societies

Registration Act,1860 or a Co-operative society Registered

under the Madhya Pradesh Coroperative Act, a trust or such

other orgnisation such as the Board of Directors may think fit for

the industrial, agricultural, trades, business, commerce,

profession or other skills and such other activities which are for

the promotion and improvement of the economic conditions of

the members of Backward Classes and Minorities on personal

security as well as on the security of the assets of the activity

undertaken.

13. To plan, promote and undertake on its own or in collaboration

with or through such Backward Classes and/or Minorities

organisations or any members of the community or other

agencies as may be approved by the Board of Directors to

augment .its resources and to provide employment to the

members of these Communities, such programmes and

projects of Agricultural Development and operations connected

therewith, marketing, processing, supply and storage or

agricultural produce, small scale and cottage industry, building

constructions, transport and any other industrial activity.

14. To plan, promote and undertake on its own or in collaboration

with or through such Backward Classes and/or Minorities

Organisation for arranging/imparting latest techniques in

designs/ instruments for village and cottage industries run by

these classes.

15. (a) To undertake the construction of houses which may be

sold to the members of the Backward Classes and/or

Minorities on hire purchase basis at no profit no loss

basis.

(b) To advance loan to the members of Backward Classes

and Minorities who wants to undertake the construction of

houses.

16. To export commodities produced by the members of the

Backward Classes and Minorities or other projects financed by

the Corporation and import of goods of any type including plant

and machinery and other implements, through the approved

channels of the Government of India and the State.

17. To assist by advancing Loans/Grant/Financial Assistance to

Government Agencies, Semi-Government Agencies or to the

non-Government organisations for providing training including

pre-examination training to the members of Backward Classes

and Minorities in different trades employments and in

professional education.

18. To give on hire agricultural or industrial machinery or equipment

either directly to the members of Backward Classes and

Minorities or through Backward Classes Organisation at no

profit no loss basis.

19. To borrow money subject to such conditions as the Board may

specify; to receive gifts, grants and donations; and to issue

bonds and debentures.

20. To provide financial assistance to the members of -Backward

Classes and/or Minorities Organisations in cash or in kind or by

some other way in setting up of undertaking the agricultural

development by manufacturing, repairing, servicing, selling and

buying, importing and exporting, bartering, manipulating, giving

on lease or hiring or improving, converting or doing anything

else, the agricultural machinery and implements for all types of

agricultural produce, and land of whatsoever kind and further in

taking up the activities of development of dairy, poultry,

carpentry and toy making, hair cutting, tailoring and embroidery,

canning, basket/mudha making, leather work, tanning, cattle

breeding, livestock farms, horticulture, pisciculture, sericulture,

cow-keeping sheep and goats-keeping of beehives to produce

and to gather honey, to do the work of milers, gardeners and

other agricultural activities whatever deemed to be fit.

21. To give financial help the purchase and reclaim agricultural land

and setting up of tube-wells, purchase of tractors, improved

seeds, insecticides and pesticides, fertilizers and agricultural

implements for the furtherance of agricultural pursuits and to

grant. loans for such other activities as are conductive to the

promotion of economic, social and education welfare of this

community.

22. The Corporation may undertake itself the following activities

following activities :-

(i) The Corporation may undertake to establish its own

seed/agricultural farms by purchasing the land from the

Revenue Department and other sources to provide

employment to the landless workers of these

castes/communities on daily wages with some shares in

the projects of such farms. These people may be

transferred ownership rights after some specific time as

decided by the Corporation at no loss no profit basis.

(ii) To construct irrigation system including stopdams, tanks,

drains, canals, tube wells, lift irrigation systems and made

them available to the members of Backward

Classes/Minorities either on payment or otherwise or to

provide such assistance which may enable them to

undertake by themselves these activities for earning their

livelihood.

23. To exhibit all the articles of the company or produced by the

members of the Community or at other projects financed or

assisted by the Corporation in all agricultural and industrial

shows, flower shows, displays and other exhibitions, and to

have agricultural, industrial and horticultural and other

magazines, exhibitions, shows and displays.

24. To run educational institutions, agricultural training institutions

and publish .books, reports journals, magazines, .newspapers,

periodicals, thesis, researches, writings, discoveries,

documents, formulae, news and information, to take cine files,

plates pictures, paintings, sketches, and to make lantern slides,

transparencies, stereoscopic slides etc. and to have printing

presses a litho presses and block making devices and

accessories and do business as such.

25. To hold shares in any other company or association, with

objects similar to its own and to have branches allover India

and elsewhere.

26. To take part information, management, subsiding supervision or

control of the business or operations of any persons,

associations, company or undertaking and for that purpose to

act as trustees, administrators, secretaries or in any other

capacity or to appoint and administrators, managers or

accounts or other experts or agents.

27. To establish, purchase, acquire on lease or otherwise

engineering workshops for the manufacture, fabrication/

casting, finishing, repairs, servicing and all sorts of

maintenance of all types of plant, equipments, spare parts

components pertaining to all sorts of agricultural production,

processing and other agro-based industrial machinery,

equipment and implements by giving maximum employment to

these classes. .

28. To set up, purchase, acquire on lease / or otherwise

automobiles-cum-tractor servicing stations and/or mobile repair

cum servicing units-tube-well boring and installation units,

agricultural plant and equipment custom-service and activities

connected with agricultural production processing and

development for uplift of Backward Classes and Minorities.

29. To set up, establish and arrange branches and/or subsidiary

units in connection with any of the above named activities or

any other activities whether under exclusive, ownership or in

partnership or in collaboration with or under some suitable

arrangements, with any third party or parties, whether, within

Madhya Pradesh or any part of India or elsewhere.

30. To undertake, organise and deal with any other industrial,

commercial or managerial activity in respect of any inputs or

output and for the betterment of the community/communities.

31. To go in for, apply for, buy or otherwise acquire and use any

patents, designs copyrights, licence, concessions,

conveniences, innovations, inventions, trademarks, secret

devices or processes, plants, tools or machinery, new

processes, monopolies rights or such privileges which may for

the time being appear to be useful or valuable for adding to the

efficiency or productivity of the company's work or business or

to otherwise add or constitute to the benefit of the company and

the community/communities.

32. To acquire the goodwill of any business within the objects- of

the company and any aids, privileges, rights, contracts,

property or effects and upon any such purchase to undertake

the liabilities of any company, associations or persons.

33. To advertise and give publicity to the business of the Company

in all legitimate and proper ways.

34. To enter into any arrangements with any Government or

authorities, municipal, Local or otherwise that appears to the

company conducive to the company's objects or any of them

and to obtain from any such Government or authorities any

rights, privileges and concessions to carry out, exercise and to

company with any such arrangements, rights, privileges and

concessions.

35. To extend and enlarge the scope of the business by buying

property, movable and or immovable, and to interests for the

purpose of making the business more efficient and productive.

36. To establish or support or aid in establishment of associations,

institutions, funds, trusts, and conveniences calculated to

benefit the employees of the company or the dependents of

such persons and to grant perks and allowances.

37. To acquire and undertake the whole or any part of the

business, property rights and liabilities of any person/ persons,

firm or company carrying on any business or similar business

which the company can carry on under its memorandum as

originally drafted or as altered and to arrange for the

consideration for the same, and/or to reconstruct, amalgamate

or enter into a merger with any company or companies having

objects altogether similar to those of this company.

38. To promote or assist in promotion of company or companies for

the purpose of acquiring all or any of the properties, rights and

liabilities of the company.

39. To construct, maintain or alter any building or factory and works

necessary or convenient for the purpose of the company or for

the officers or servants of the company.

40. For economic welfare of Backward Classes/Minorities and

keeping in view the utilization of their skills to establish, provide,

maintain or conduct or otherwise subsidies research

laboratories and experimental workshops and to undertake and

to carry on all scientific and technical researches, experiments

and tests of all kinds and to undertake and to promote study

and research, both scientific and technical, investigation and

inventions by providing, subsidising and endowing or assisting

laboratories, workshops, libraries, lectures, meetings and

conferences and providing the remunerations of scientific or

technical professors or teachers and by providing for the award

of scholarships, prize, grants, subsidies to Backward

Classes/Minority students or otherwise and generally,

encourage, promote and reward studies, researches,

investigation, experiments, tests and inventions or any kind that

may be considered likely to assist any of the business which

the company is authorised to carry on.

41. To enter into pools, combinations, trade arrangements with

persons or corporations, or firms doing similar business as that

of the company and to enter into arrangement for sharing

profits, co-operations, union of interests and mutuality of

concessions.

42. To sell any patent rights or privileges belonging to the Company

or which may be acquired by it and to grant licences for the use

and practice of the same or any of them and to let or allow to be

used or otherwise deal with any inventions, patents, privileges

in which the company may be interested and deemed

expedient for turning to account any inventions, patents and

privileges in which the company may be interested.

43. To remunerate such persons, (not being members), or

institutions and in such cases and either of cash or in other

assets as may be through directly or indirectly conducive to any

of the company's objects or otherwise expedient and in

particular to remunerate any person or corporation introducing

business to this company.

44. To create any reserve fund, insurance fund or any other special

fund whether for depreciation, or repairing, improving,

extending or maintaining, any other property of the company or

for any other purpose conducive to the interest of the company.

45. To invest the funds of the company not immediately required in

trust securities or such other investments as the company in

general meeting may allow or think fit. Also to invest and deal

with moneys of the company not immediately required in any

manner.

46. To receive money on deposit or loan subject to section 58-A of

the Companies Act, 1956 upon such terms from the members

of Backward Classes/Minorities and the public on general as

the Company may approve it, but not to carry on any banking

activities as defined in Banking Regulation Act,1949.

47. To borrow or to raise loan from Government, Reserve Bank,

other Nationalised Banks, Scheduled Banks, Co-operative

Banks and Financial institutions and other bodies or to secure

the payment of money in such manner as the company may

think fit and in particular by issue of debenture stock perpetual

or otherwise charged upon all or any of the Company's property

both present and future including the uncalled capital and to

purchase, redeed or to payoff any such securities.

48. To mortgage, pledge or charge the whole or any part of the

property, assets or revenues and profits of the company

present or future including its uncalled capital by special

assignment or to transfer or convey the same absolutely or in

trust and to give the lenders powers of sale and other powers

as may seem expedient and to purchase, redeem or payoff any

such securities.

49. To remunerate any person, not being member, or company for

services rendered in placing of assisting the company or about

the in or formulations or promotion of the company for the

conduct of its business.

50. To appoint legal and technical advisers (not being members),

and to appoint the banker or bankers for the company and to

pay the necessary expenses for the same.

51. To draw, make accept, endorse, discount, execute and issue

cheques, promissory notes, hundies, bills of lading, railway

receipt and other negotiable and instruments of all description

in connection with the company's business.

52. To sell or to dispose of the undertaking of the company or any

part thereof for such consideration as the company may think fit

and in particular for shares, debentures or other securities or

any other securities of any other company having objects

altogether or in part similar to those of this company.

53. To pay all costs, charges, expenses incurred in connection with

incorporation of the company including preliminary expenses of

any kind and incidental to the formation of the company, costs,

charges and expenses of negotiating contracts and

arrangements made prior to and in anticipation of the formation

and incorporation of the company.

54. To install and work pilot, prototype or semi-scale units or full

commercial plants to develop a particular invention or

inventions in furtherance of its objects set forth herein.

55. To set up Industrial Estates.

56. To maintain hot houses, cold storage plant house, seed houses

stores of manufactured or traded item of the company and

receptacles and to do and promote and/or undertake all sorts of

agricultural and scientific researches and to employ scientists,

agriculturists, farmers, engineers, gardeners, agricultural

mechanics and operators and servants and technicians of all

types for the welfare and development of the business of the

company.

57. To act as technical consultants to the Indian or any other

manufacturers of all descriptions generally and also to

production units and official agencies for the promotion of

industry.

58. To act as agent of the Government of advance loans to

members of Backward Classes/Minorities against specific funds

placed at the disposal of the corporation.

Provided that the company shall not support with its funds or

endeavour to impose on or to procure to be observed by its

members or other any regulation or restriction which if an object

of the company would make it a Trade Union.

(C) Other Objects - Nil

IV. The objects of the company extend to the whole of India.

V. (1) The income and property of the company, whenever

derived, shall be applied solely for the promotion of its

objects as set forth in this memorandum.

(2) No portion of the income or property aforesaid shall be

paid or transferred directly or indirectly by way of

dividend, bonus or otherwise by way of profits to persons

who at any time are or have been members to the

company, or to anyone or more of them or to any person

claiming through anyone or more of them.

(3) Except with the previous approval of the Central

Government no remuneration or other benefits in money

or worth shall be given by the company to any of its

members, whether officers or servants of the company or

not except payment out of pocket expenses reasonable

and proper interest on money rent or reasonable and

proper rent on premises set to the company.

(4) Except with the previous approval of the Central Govt., no

member shall be appointed to any office under the

company which is remunerated by salary, fees, or in any

other manner not excepted by sub-clause(3).

(5) Nothing in this clause shall prevent the payment by the

company in good faith or reasonable remuneration to any

of its officers or servants (not being members) or to any

other person (not being member) in return for any

services actually rendered to the company.

VI. No alteration shall be made in these Memorandum of

Association or in the Articles of Association of the Company

which are time being in force, unless the alteration has been

previously submitted to and approved by the Regional Director,

Western Region, Deptt. of Company Affairs, Bombay.

VII. The liability of the members is limited.

VIII. The Authorised Share Capital of the company is

Rs.50,00,00,000/- (Rs. Fifty Crores Only) divided into

Rs.5,00,000/- (Rs. Five Lakhs Only) equity shares .of Rs.

1,000/- (Rs. One Thousand Only) each.

IX. True accounts shall be kept of all sums of money received and

expended by the Company and the matters in respect of which

such receipts and expenditures take place, and of the property,

credits and liabilities of the Company, and, subject to any

reasonable restrictions as to the time and manner of inspecting

the same that may be imposed in accordance with the

regulation of the Company for the time being inforce, .the

accounts shall be open to the inspect ion of the. members.

Once at least in very year, the accounts of the Company shall

be examined and the correctness of the Balance Sheet and the

income and expenditure account ascertained by one or more

properly qualified auditor or .auditors.

x. If upon a winding-up or dissolution of the Company, after the

satisfaction of all debts and liabilities and property whatsoever,

the same shall not be distributed amongst the members of .the

company but shall be given or transferred to such other

company having objects similar to the objects of' the company

to be determined by the members of the company at or before

the time of dissolution of in default thereof by the high court of

judicature that has or may acquire jurisdiction in the matter.

We, the several persons whose names, addresses and

descriptions are described below are desirous of being formed

into a company not for profit in pursuance of this memorandum

of Association and we respectively agree to take the number of

share in the capital of ,the company set opposite our respective

names on own -hand written sheet for memorandum.

S.No. Name, Father's Name Description and Occupation of

Subscriber

No. of Equity Shares Taken by each subscriber

Signature of

subscriber

Name, Father's Name Description

of witness and signature.

(Company Limited by shares not for profit under Section 25 of the Companies Act,1956)

ARTICLES OF ASSOCIATION OF MADHYA PRADESH PICHHDA VARG TATHA ALPSANKHYAK VITTA AIYAM VIKAS NIGAM

1. DEFINITIONS :

In these Articles unless the context otherwise requires.

(a) "Act " means the Companies Act, 1956 (1 of 1956) and includes

all rules made there under;

(b) "Backward Class Tatha Alpsankhyak" means those

castes/communities and Classes those are notified by the State

Government as Backward Classes and Minorities from time to

time;

(c) "Board" means the Board of Directors of the Company;

(d) "Chairman" means a Chairman of the Board of Director of the

company or the person elected or appointed to preside over the

meetings of the company;

(e) "Capital" means the capital raised or authorised to be raised for

the purpose of the Company;

(f) "Company" means Madhya Pradesh Pichhda Varg Tatha

Alpsankhyak Vitta Aivam Vikas Nigam, registered under the

companies Act, 1956;

(g) "Director" means the Director of the Company;

(h) "Executor" or "Administrator" means a person who has obtained

Probate or Letters of Administration, as the case may be from

some competent court;

(i) "Financial Year" means the period in respect of which any

income and expenditure account of the company laid before it

in Annual General meeting is made up whether that period is a

year or not;

(j) "Government" means the Government of M.P.

(k) "Month" means a Calendar month, and

(l) "Office" means the Registered Office of the Company;

(m) "Official Directors" means such Directors appointed as directors

and working on any post in the service of the State

Government/Central Government/ Local Bodies/ undertaking of

any State or Central Government,

(n) "Register" means the register of members to be kept pursuant

to the Act;

(o) "Seal" means a Common Seal of the Company;

(p) "Shares" means the shares or stock into which the capital is

divided and the interest on such shares or stocks;

EXPRESSIONS IN THE ACT TO BEAR THE SAME MEANING IN ARTICLES.

Subject as aforesaid, any words or expression defined in the

Act shall, except where the subject or context forbide, bear the same

meaning in these Articles.

COMPANY TO BE A GOVERNMENT COMPANY.

2. The Company will be a Government Company within the

definition of Section 617 of the companies Act,1956.

TABLE."A" TO APPLY EXCEPT OTHERWISE PROVIDED:

3. The regulations contained in Table "A" in the First Schedule of

the Act shall apply except in so far as they have been

specifically excluded by/or under these Articles.

4. The company will be private company, and accordingly :

(a) The number of members of the Company for time being

(Exclusive of persons who are in the employment of .the

Company, persons who having been formerly in the

employment of the Company, were its members while in

such employment, and having continued after such

employment ceased to be member of the Company) is

not to exceed fifty provided that two or more persons hold

one or more shares in the company jointly, they shall for

the purpose of this paragraph be treated as a single

member.

(b) Any 'invitation to the public to subscribe for any shares in

or debentures of the Company shall be prohibited.

(c) The right to transfer of shares is restricted.

COMPANY TO BE GOVERNED BY THESE ARTICLES:

5. The management of the company will be as per these articles.

II. SHARE CAPITAL:

6. The authorised share capital of the Company is

Rs.,50,00,00,000/- (Rs. Fifty Crores) into repeatation 5,00,000

equity shares of Rs. 1,000/- (Rs. One Thousand Only) each

with a power to increase or reduce the share capital.

COMPANY'S SHARE NOT TO BE PURCHASED: 7. No part of the funds of the Company shall be employed utilised

in the purchase of or in giving loans upon the security of the

Company's shares. No shares shall be transferred by any

holder without prior consent of the Government but this

restriction shall not apply to transfers in favour of nominees of

the Government.

ALLOTMENT OF SHARES: 8. Subject to the provisions of section 69 & 70 of the Act and

these Articles and to the directions of the State Government,

the shares shall be under the control of the Board of Directors

who may allot or otherwise dispose of the same to such

persons on such terms and conditions as it may think fit. The

Board shall have full discretion to fix the amount of each sum

called in respect of a share and to determine the interval

between two calls.

SHARE CERTIFICATE

9. (a) Every person whose name is entered as a member in the

register of members shall be entitled to receive within

three months after allotment or within two months of the

application for registration of transfer (or within such other

periods as the conditions of issue shall provide) one

certificate for all his shares without payment. Several

certificates, each for one or more of his shares, upon

payment of one rupee for every certificate after the first.

(b) Every certificate shall be under the seal and shall specify

the shares to which it relates and the amount paid up

thereon. .

ISSUE OF NEW SHARE:

10. If a share certificate is defective, lost or destroyed, it may be

renewed or a duplicate of a certificate may be issued on

payment of such fee, if any not exceeding Rs. two and no such

terms, if any, as to evidence and indemnity as the Directors

think fit.

TRANSFER AND TRANSMISSION OF SHARES:

11. The right of members to transfer their shares shall be restricted

as follows :-

(a) A share can be transferred any to a person approved by

the Government.

(b) No fee need be charged for thransfer, this being restricted

to Government nominees, and

(c) A notification would be issued by the authorised

representative of the company whenever the share

transfer takes place on the basis of above.

III. ALTERATION OF CAPITAL :

POWER TO INCREASE CAPITAL:

12. Subject to the approval of the State Government, Board may,

with the sanction of the Company in a General Meeting

increase the share capital by such sum, to be divided into

shares of such amount, as the resolutions shall prescribe.

CONDITIONS ON WHICH NEW SHARES MAY BE ISSUED:

13. Subject to such directions as may be issued by the State

Government in this behalf, new shares may be issued upon

such terms and conditions and with such rights and privileges

annexed thereto as in the general meeting resolving upon the

creation thereof shall direct, and if no direction is given, then as

the Board may determine.

HOW FAR NEW SHARES TO RANK WITH SHARES IN ORIGINALCAPITAL :

14. Except so far as otherwise provided by the conditions of issue,

or by these Articles, any capital raised by the creation of new

shares shall be considered part of the original capital and shall

be subject to the provisions herein contained with reference to

the payment of calls and instalments, transfer and transmission,

lien, voting surrender and otherwise.

REDUCTION OF CAPITAL ETC.

15. Subject to the Provisions of sections 100 to 104 of the Act, and

to such directions as may be issued by the State Government

in this behalf, the Company may, from time to time, by special

resolution, reduce its capital by paying off capital or cancelling

capital, which has been lost or is unrepresentative by available

assets, or is superflous, or by reducing the liability on the

shares or otherwise as may seem expendient and capital may

be paid off upon the footing that it may be called up again or

otherwise, and the Board may, subject to the provisions of the

Act, accept surrender of shares.

SUB DIVISIONS AND CONSOL-IDATIONS OF SHARES :

16. Subject to the approval of the State Government, the Company

in general meeting may, from time to time, sub-divide or

consolidate its shares or any of them and exercise any of the

other powers conferred by section 94 of the Act and shall file

with the Registrar such notice of exercise of such power as

required by the Act.

IV. POWER TO RAISE FUNDS

POWER TO BORROW:

17. Subject to the provisions of Section 58-A and 292 of the Act

and subject to the maximum limits as may be imposed by the

Board, trom time to time, the Company may receive grants,

borrow or secure moneys on such terms and conditions and

from such sources as determined by the Board, for advancing

the objectives of the company.

SECURITIES MAY BE ASSIGNABLE FREE FROM EQUITIES :

18. Debentures, debenture stock, bonds or other securities may be

made assignable free from any equities between the Company

and the person to whom the same be issued.

ISSUE AT DISCOUNT ETC. OR WITH SPECIAL PRIVILEGES:

19. Subject to such directions as may be issued by State

Government in this behalf and subject to section 76 of the Act

any debentures, debenture stock, bonds or other securities may

be issued at a discount, premium or otherwise and with any

special privileges as to redemption, surrender, drawings,

allotment of share, appointment of Directors and otherwise.

PERSONS NOT TO HAVE PRIORITY OVER ANY PRIOR CHARGE

:

20. Whenever any uncalled capital of the Company is charged all

persons taking any subsequent charges thereon shall take the

same subject to such prior charge and shall not be entitled, by

notice to the share holders or otherwise also obtain over such

prior charge.

V. GENERAL MEETING :

21. The Company shall in each year hold in addition to any other

meeting, a General Meeting as its Annual General Meeting not

more than fifteen months shall elapse between the date of one

Annual General Meeting of the Company and that of the next.

The First Annual General Meeting of the Company shall be held

within eighteen months from the date of its incorporation and,

thereafter, subject to the provisions of section 166 read with

section 210 of the Act, the Annual General Meeting of the

Company shall be held within 6 months after the expiry of each

financial year.

EXTRA ORDINARY MEETING.

22. All General Meetings other than Annual General Meetings shall

be called "Extra Ordinary General Meeting".

BOARD TO CALL EXTRA ORDINARY MEETING:

23. The Board may call an extra Ordinary General meeting

whenever it thinks fit.

EXTRA ORDINARY MEETING ON REQUISITION:

24. The Board shall call an Extra Ordinary General meeting

whenever a requisition in writing is received in accordance with

section 169 of the Act.

WHEN REQUISITIONISTS CAN HOLD EXTRA ORDINARY MEETINGS:

25. If the Board does not proceed to call a meeting within 21 days

from the date of requisition being so deposited to be held not

later than 45 days from the date of such deposit, than the

requisitionists or the majority of them in value or as permitted

by sub-clause (b) of sub-section (6) of section 169 of the Act

may themselves call the meeting, but any meeting so called

shall not be held after 3 months from the date of such

requisition. Any meeting convened under this Article by the

requisitionists shall be convened in the same manner as far as

possible as that in which meetings are to be convened by the

Board.

NOTICE OF MEETING:

26. At least fourteen days notice specifying the place, the day and

the hour of meeting and in the case of special business, the

general nature of such business accompanied by an

explanatory statement under section 173 of the Act, shall be

given in the manner hereinafter mentioned and as required by

section 172 of the Act to such members as are entitled in law to

receive notice from the Company.

Providing that the accidental omission to give such notice to or

the non-receipt of such notice by any member shall not

invalidate any resolution passed or proceedings held at any

such meeting.

VI. PROCEEDINGS OF GENERAL MEETINGS AND BUSINESS OF GENERAL MEETINGS :

27. The business of Annual General Meeting shall be to receive

and consider the income and expenditure account, the balance

sheet and the report of the Board and of the Auditor, and to

transact any other business which under these Articles ought to

be transacted at such meetings and all business transacted at

an extraordinary General Meetings shall be deemed special.

QUORUM :

28. Two members present in person of whom one shall be a

representative of the State Govt. shall be a quorum for a

general meeting.

RIGHT OF STATE GOVERNMENT TO APPOINT ANY PERSON AS ITS REPRESENTATIVE :

29. (i) The State Government, so long as it a share holders of

the company may, from time to time, appoint one or more

persons (Who need not be a member or members of the

Company) to represent it at all or any meetings of the

Company.

(ii) Only one of the persons appointed under Sub-Clause(l) of

this Article who is personally present at the meeting shall

be deemed to be a member entitled to vote and be

present in person and exercise the same rights and

powers (including the right to vote by proxy) as he could

exercise as a member of the Company.

(iii) The State Government may, from time to time cancel any

appointment made under sub-clause(i) of the Article and

make fresh appointments.

CHAIRMAN OF GENERAL MEETINGS :

30. The chairman of the Board or, in his absence a Director of the

Board shall be entitled to take the Chair at every general

meeting. If there is no such chairman, or if at any meeting he is

not present within fifteen minutes after the time appointed for

holding meeting, or is not willing to act as Chairman then the

members present shall elect one of the members present to be

the Chairman of the meeting.

WHEN IF QUORUM NOT PRESENT, MEETING TO BE ADJOURNED :

31. If within half an hour from the time appointed for the meeting a

quorum is not present, the meeting if convened upon such

requisition as aforesaid, shall be dissolved, but in any other

case if shall adjourn to the same day in the next week at the

same time and place and, if at such adjourned meeting, a

quorum is not present, the members present shall be a quorum

and may transact the business for which the meeting was

called.

HOW QUESTIOS TO BE DECIDED AT MEETING :

32. Every question submitted to a meeting shall be decided in the

first instance by a raising of hands, and in the case of an quality

of votes, the Chairman shall, both on a raising of hands and at

a poll (if any), have casting vote in addition to the vote or votes

to which he may be entitled as a member.

WHAT IS TO BE DONE IN EVIDENCE OF THE PASSING OF RESOLUTION WHERE POLL NOT DEMANDED :

33. At any general meeting a resolution put to the vote of the

meeting shall be decided on raising of hands, unless a poll is,

before or on the declaration of the result of raising of hands,

demanded by a member present in person or proxy or by duly

authorised representative, and, unless a poll is so demanded, a

declaration by the Chairman that a resolution has, on reaising

of hands, been carries unanimously or by a particular majority

or lost, an entry to that effect in the book of proceedings of the

Company, shall be conclusive evidence of the fact without proof

of the number or proportion of the votes recorded in favour of or

against that resolution.

POLL

34. If a poll is duly demanded, it shall be taken in such manner and

at such time and place as the Chairman of the meeting directs,

either at once or after an interval or adjournment or otherwise

and the result of the poll shall be deemed to be the resolution of

the meeting at which the poll was demanded. The demand of a

poll may be withdrawn.

POWER TO ADJOURN GENERAL MEETING :

35. The Chairman of a general meeting may, with the consent of

the meeting, adjourn the same from time to time and from place

to place but no business shall be transacted at any adjourned

meeting other than the business left unfinished at the meeting

from which adjournment took place.

IN WHAT CASES POLL TAKEN WITHOUT ADJOURNMENT :

36. Any poll duly demanded on the election of a Chairman of the

meeting or on any question of adjournment shall be taken at the

meeting and without adjournment.

BUSINESS MAY PROCEED NOTWITHSTANDING DEMAND OF POLL :

37. The demand of a poll shall not prevent the continuance of a

meeting for the transaction of any business other than the

question on which a poll has been demanded.

CHAIRMAN'S DECISION CONCLUSIVE :

38. The Chairman of any meeting shall be the sole judge of the

validity of every vote tendered at such meeting. The Chairman

present at the taking of a poll shall be the sole judge of the

validity of every vote tendered at such poll.

VII. VOTE OF MEMBERS :

VOTE OF MEMBER :

39. Upon the raising of hands, every member present in person

shall have one vote and upon a poll every member present in

person or by proxy or by duly authorised representative shall

have one vote for very share held by him.

NO VOTING BY PROXY ON RAISING OF HANDS :

40. No member who is not personally present shall be entitled to

vote on raising of hands.

VOTE IN RESPECT OF SHARES OF DECEASED BANKRUPT MEMBERS :

41. Any person entitled under the transmission clause to any share

may vote at any General Meeting in respect thereof in the same

manner.

JOINT HOLDERS :

42. Where there are joint registered holders of an share, any one of

them may vote at any meeting, either personally or by proxy, in

respect of such share as if he were solely entitled thereto, and if

more than one such joint holders be present at any meeting

personally or by proxy, than one of the said persons present,

whose name stand first on the Register in respect of such

share, shall alone be entitled to vote in respect thereof, several

executors or administrators of deceased member in whose

name any share stands, shall for the purpose of this clause be

deemed to be joint holders thereof.

VOTE IN RESPECT OF SHARE OF MEMBERS OF UNSOUND MIND :

43. A member of unsound mind or in respect of whom an order has

been made by any court having jurisdiction in lunacy, may vote,

whether on raising of hands or on poll, by his legal guardian.

PROXIES PERMITTED : 44. On a Polly, votes may be given either personally or by proxy or

by duly authorised representative.

INSTRUMENT APPOINTING PROXY TO BE IN WRITING : 45. A member may appoint another person (whether a member or

not) as his proxy to attend a meeting and vote on a Polly, No.

member shall appoint more than one proxy to attend on the

same occasion. A proxy shall not be entitled to speak at

meeting or to vote except on a poll. The instrument appointing a

proxy shall be in writing and be signed by the appointer or his

attorney duly authorised in writing or if the appointed is a body

corporate, be under its seal or be signed by an other or any

attorney duly authorised by it.

INSTRUMENT APPOINTING PROXY TO BE DEPOSITED AT OFFICE : 46. The instrument appointing a proxy and the power of attorney or

other authority (if any) under which it is signed, or a notarially

certified copy of that power of authority, shall be deposited at

the registered office of the company not less than 48 hours

before the time for holding the meeting at which the person

named in the instrument proposed to vote, and in default, the

instrument of proxy, shall not be treated as valid.

WHEN VOTE BY PROXY VALID THOUGH AUTHORITY REVOKED : 47. A vote given in accordance with the terms of an instrument of

proxy shall be valid notwithstanding the previous death of the

principal, or revocation of the proxy provided on intimation in

writing of the death or revocation shall have been received at

the office of the Company before the meeting.

FORM OF PROXY: 48. An instrument appointing a proxy may be in the following form,

or in any other form which the Board shall approve; Madhya

Pradesh Pichhda Varg Tatha Alpsankhyak Vitta Aivam Vikas

Nigam.

I ________________ of _________________ at _________

being a member of the MADHYA PRADESH PICHHDA VARG

TATHA ALPSANKHYAK VITTA AIVAM VIKAS NIGAM hereby

appoint ___________ of ___________ as my proxy to vote for

me and on my behalf at the (orindary or extra ordinary, as the

case may be) General meeting of the Company to be held on

the day of ___________ and at any adjournment thereof

_______________ signed this day of___________

Signature of the member

NO MEMBERS ENTITLED TO VOTE ETC. WHILE CALLS DUE TO COMPANY.

49. No member shall be entitled to be present, or to vote on any

question either personally or by proxy, or as proxy for another

member, at any General meeting or upon a poll or reckoned in

a quorum, whilst any call or other sum be due and payable to

the Company in respect of any of the share of such member.

TIME FOR OBJECTION OF VOTE : 50. No objection shall be made to the validity of any vote except at

the meeting or poll, at which such vote shall be tendered, and

every vote whether given personally or by proxy note dis-

allowed at such meeting or poll shall be deemed valid for all

purposes of such meeting or poll whatsoever.

RESOLUTION IN WRITING OF BOARD IN CERTAIN CASES TO BE EQUIVALENT TO RESOLUTION OF GENERAL MEETING. 51. Any resolution passed by the Board notice whereof shall be

given to the member in the manner in which notices are

hereinafter directed to be given and which shall within one

month after it, shall have been so passed, be rectified and

confirmed in writing by members entitled at a poll to three-fifths

of the vote, shall be as valid, and effectual as a resolution of a

general meeting. But this clause shall not apply to a resolution

for winding up the company or to a resolution passed in respect

of any matter which by the Act or by these Articles ought to be

dealt with by a special resolution.

VIII. BOARD OF DIRECTORS :

Number of Directors :

52. Subject to the provisions of the Act, and until otherwise

determined by the Company in a General meeting the number

of directors shall not be less than two and not more than twelve

including the Chairman.

AMENDMENT

52. Subject to the provisions of the Act, and until otherwise

determined by the Company in a general meeting, the number

of directors shall not be less then two and not more than twelve

including the Chairman and Vice Chairman.

uksV% vlk/kkj.k okf"kZd lHkk fnukad 27-03-98 esa Special resolution }kjk la'kksf/kr fd;k x;kA

The following persons shall be first directors of the company:-

1. Principal Secretary to Govt. of M.P. Pichhda Varg Tatha Alpsankhyak Kalyan Vibhag, Vallabh Bhawan, M.P. Bhopal.

2. Secretary to Govt. of M.P. Finance Department, M.P. Bhopal.

3. Director, Backward Classes Welfare, Satpura Bhawan, M.P., Bhopal

4. Managing Director, Livestock and Poultry Development Corpn., M.P. Bhopal.

Appointment of Directors : 53. (i) The Official and/or non-official Directors shall be

appointed by the State Government.

(ii) The tenure of non-official directors shall be two years

from the date of appointment.

(iii) All official directors except the Chairman, the Vice

Chairman and the Managing Directors shall retire at every

Annual General Meeting. The Chairman, Vice Chairman

and Managing Directors shall retire on their ceasing to

hold the office of the Chairman, Vice Chairman and

Managing Director respectively.

AMENDMENT 53 (iii) All official directors except the Chairman, the Vice

Chairman and the Managing Directors shall retire at every

Annual General Meeting. The Chairman, Vice Chairman

and Managing Directors shall retire on their ceasing to

hold the office of the Chairman, Vice Chairman and

Managing Director respectively.

uksV% vlk/kkj.k okf"kZd lHkk fnukad 27-03-98 esa Special resolution }kjk la'kksf/kr fd;k x;kA

(iv) A retiring director shall be eligible for re appointment.

(v) The State Government shall have powers to remove any of the

directors including the managing Director and the Chairman

from office at any time after giving the opportunity of being

heard.

AMENDMENT 53(V) The State Government shall have powers to remove any of the

directors including the Managing Director, the Chairman and

the Vice Chairman from office at any time after giving the

opportunity of being heard.

uksV% vlk/kkj.k okf"kZd lHkk fnukad 27-03-98 esa Special resolution }kjk la'kksf/kr fd;k x;kA

(vi) Subject to the provision of Article 53 (iii) the tenure of official

directors will be co terminus with his/ her tenure in the

department/ organization, represented by him/ her.

FEE OF DIRECTORS :

54. 1. The fee of each Director shall be such fee for each

meeting of the Board or of a Committee thereof attended

by him as may be determined by the Board with the

approval of the State Government.

2. The Board may allow and pay to the director who has to

travel on company's business or for the purpose of

attending a meeting such sums as the Board may

consider fair for travelin, Boarding, lodging and other

expenses in addition to his fee for attending such meeting

as may be specified.

IX. POWERS OF BOARD OF DIRECTORS :

55. 1. Subject to the provisions of the Act, the Board of Directors

of the Company shall be entitled to exercise all such

powers, and to do all such acts and things as the

Company is authorised to exercise and do.

Provided that the Board shall not exercise any power of

do any act or thing which is required by the Act or by any

other Act or by the Memorandum or Articles of

Association of the Company or otherwise, to be exercised

or done by the company in General meeting.

55. 1. Provided further that any such power or doing any such

act or thing, the Board shall be subject to the provisions

contained in that behalf in the Act or any other Act, or in

the memorandum of Articles of the Company or in the

Regulations not inconsistent therewith and duly made

thereunder including regulations made by the company in

General Meeting.

2. No regulations made by the comapny in general meeting

shall invalidate any prior act of the Board, which would

have been validated if that regulations had not been

made.

3. The company shall pursue the main objects as laid down

in its memorandum of association keeping in view the

extend of resources available to it for the purpose of grant

of concessional finance to the Backward classes and

Minorities in selected cases. It shall work in close co

ordination with similar bodies at National level and try in

other states for developing a net work. It shall also try to

avoid overlapping in the disbursement of government

money on the same target groups.

SPECIFIC POWERS TO THE BOARD:

56. Without prejudice to the General powers conferred by the

preceding Article and the other powers conferred by these

articles and subject to the provisions of the Act the Board shall

have the following powers:-

(1) To ACQUIRE PROPERTY:

Purchase, take on lease or otherwise acquire for the

company, property rights or privileges which the

company is authorised to acquire at such price, and

generally on such terms and conditions as it thinks fit.

(2) WORK OF CAPITAL NATURE :

Authorise the undertaking of works of a capital nature

subject to the condition that expenditure on acquisition of

fixed assets including the replacement of existing assets

and assets costing more than Rs. 10.00 Lacs shall be

submitted to administrative Department for obtaining prior

approval of Government.

(3) TO PAY FOR PROPERTY IN DEBENTURES ETC.

Pay for any property, right or privileges acquired by or

services rendered to the Company either wholly or

partially in cash or in shares, bonds, debentures, or other

securities of the company and any such shares may be

issued either as fully paid up or with such amount credited

as paid up thereon as may be agreed upon and any such

bonds, debentures or other securities may be either

specifically charged upon allow any part of the property of

the Company and its uncalled capital, or not so charged.

(4) TO SECURE CONTRACT BY MORTGAGE:

Secure the fulfilment of any contracts or commitments

entered into by the Company by mortgage or charge and

its uncalled capital for the time being or in such manner

as they may think fit,

(5) TO CREATE POSTS AND APPOINT OFFICERS ETC.

(i) Create posts of officers and staff for the Company from

time to time with the prior approval of the Government.

(ii) Appoint and remove or suspend such officers and staff,

permanent, temporary or special services as it may from

time to time think fit and to determine its powers and

duties and keeping in view the general guidelines issued

by the State Government. On this subject, fix their

salaries or emoluments and to require security in such

instances and to such amount as it thinks fit.

(6) TO APPOINT TRUSTEES:

Appoint any person or persons (whether incorporate or

not) to accept and hold in trust for the company and

property belonging to the company or in which it is

interested or for any other purpose and to execute and do

all such deeds and other things as may be requisites in

relation to any such trust, and to provide for the

remuneration of such trustee or trustees;

(7) TO BRING AND DEFEND ACTION ETC :

Institute, conduct, defend, compound or abandon and

legal proceeding by or against the company or its officers,

or otherwise concerning the affairs of the company and

also to compound and allow time for payment or

satisfaction of any claims or demands by or against the

Company.

(8) TO REFER FOR ARBITRATION:

Refer any claim or demand by or against the Company to

arbitration and observe and perform the awards.

(9) TO GIVE RECEIPTS:

Make and give receipts, release and other discharges for

money payable to the Company and for the claims and

demands of the company.

(10) TO AUTHORISE ACCEPTANCE ETC:

Determine who shall be entitled to sign on behalf of the

Company, the bills, receipts, acceptances, endorsements,

cheques, release contracts and documents.

(11) TO APPOINT ATTORNEYS:

Provide from time to time, for the management of the

affairs of the company in manner as it think fit, and in

particular to appoint any person to be attorney or agent of

the Company (power to sub delegate) and upon such

terms as think fit.

(12) TO INVEST MONEY :

Invest money, subject to such general or special

directives, if any, given by the government, in this behalf,

in securities or in any other Scheduled Bank or banks or

their subsidiaries and in Government companies to be

specified decided by the Board for having call deposit and

opening saving/current accounts and deal with any of the

money of the Company upon such investment authorised

by the Memorandum of Association of the Company (not

being shares in this company) and in such manner as it

thinks fit, and from time to time to very or release such

investment.

(13) TO SELL OR TRANSFER THE BUSINESS OR PROPERTY :

Subject to the provisions regarding approval of the

Government to sell or dispose of or transfer the business

activity or property, if any, of the company or any part

thereof for much consideration as the Company may

deem proper and in particular for shares, debentures or

securities of any other company having objects altogether

or in part similar to these of the company.

(14) TO EXECUTE MORTGAGES BY WAY OF INDEMNITY:

Execute, after obtaining the previous approval of

the Government in the name and on behalf of the

Company in favour of any Director of other person who

may incur or by about to incur any liability for the benefit

of the company, such mortgages of the Company

property (present and future) as it thinks fit and any such

mortgage may contain a power of sale and any such

other powers, covenants and provisions as shall be

agreed upon.

(15) TO MAKE BYE LAWS:

Make, very and repeal bye-laws for the regulation of the

business of the company of its officers and servants.

(16) TO MAKE CONTRACTS ETC. :

Enter into all such negotiations and contracts and rescind

and very all such contracts and execute and on all usc

acts, deeds and things in the name and on behalf of the

Company as they may consider expedient for or in

relation to any of the matters aforesaid or otherwise for

the purpose of the Company.

(17) TO DELEGATE POWERS:

Delegate all or any of the powers, authorities and

discretion for the time being vested in it, subject, however,

to the ultimate control and authority being retained by it.

SPECIFIC POWER OF BOARD:

57. Without prejudice to the generally of the above provisions the

Board shall reserve for decision of the State Government :-

(1) Sale, lease or disposal otherwise of the whole or

substantially the whole of the undertaking of the

Company.

(2) Formation of a subsidiary company.

X. APPOINTMENT OF MANAGING DIRECTOR:

58. (1) The State Government may appoint any one of the

Directors of the Board to be the managing Director for

such period and upon such terms as it may think fit, for

the conduct of management of the business of the

company subject to the control and supervision of the

Board of Directors. The Managing Director so appointed

may be authorised by the Board to exercise such of the

powers and discretion in relation to the affairs of the

company as are specifically delegated to him by the

Board and are not required to be done by the Board of

Directors of the company at the General Meeting under

the Act.

(2) The Managing Director shall be paid such remuneration

as may be determined by the State Government.

XI. COMPANY SECRETARY :

59. Subject to the provisions of the Act, a company secretary may

be appointed by the Board with the prior approval of the

Government for such time and on such remuneration and upon

such conditions as it may thing fit and any secretary so

appointed may be removed by the Board.

XII. MINUTES :

BOARD TO CAUSE MINUTES TO BE MADE IN BOOKS :

60. The Directors shall cause minutes to be made in books in

accordance with the provisions of Section 193 of the Act,

(a) For all appointments of officers made by the Directors;

(b) For the names of the Directors present at each meetings

of the Directors and of any committee of the Directors;

(c) For all resolutions and proceedings at the meetings of the

Company, and of the Directors, and of the committees of

Directors;

And every director present at any Meeting of Directors or

Committee of Directors shall sign his name in a book to

be kept for that purpose.

XIII. SEAL

61. The seal of the company shall not be affixed on any instrument

(other than a share certificate) except with the authority of a

resolution of the Board of Directors and in the presence of one

Director, however, the Board of Directors may authorise by

resolution the managing Director or any other Director to affix

the Seal on any instrument (Other than a share certificate)

whenever it is legally required. In the case of share certificate

the seal shall be affixed in the presence of -

(i) Two Directors or persons acting on behalf of the Directors

under a duly registered power of attorney and

(ii) The Secretary or some other person appointed by the

Board for this purpose.

XIV. DISQUALIFICATIONS OF DIRECTORS:

62. The Office of a Director shall become vacant if:

(a) he is found to be of unsound mind by Court of Competent

Jurisdiction;

(b) he applies to be adjudicated an insolvent;

(c) he is adjudged an insolvent;

(d) he is convicted by a Court in India for any offence and is

sentenced respect thereof to imprisonment for not less

than six months;

(e) he fails to pay any call in respect of Shares of the

Company held by him; whether alone or jointly with

others, within six months from the last date fixed for

payment of the call;

(f) he absents himself from three consecutive meetings of

the Board or from all meetings of the Board for a

continuous period of 3 months whichever is longer,

without obtaining leave of absence from the Board;

(g) he or any firm in which he is a partner or any private

company of which he is a Director, accepts a loan or any

guarantee or security for a loan, from the company;

(h) he fails to disclose the nature of his concern of interest in

any contract or agreement or proposal contract or

arrangement entered into by or on behalf of the Company

as required under section 299 of the Act.

(i) He becomes disqualified by order of the Court under

section 203 of the Act;

(j) he is removed in pursuance of section 284 of the Act.

(k) he has retired, reigned or otherwise removed from the

official position on account of which he was nominated to

the Board;

(l) he is concerned or participates in the Income of any

contract with the Company provided, however;

No director shall vacate his office by reason of his

becoming a member of any company which has entered

into contract with or done any work for the company of

which he is Director but a Director shall not vote in

respect of any such contract or work and if he does so his

vote shall not be counted.

Disqualification referred to in sub clauses (c) (d) and (i)

above shall not take effect :-

(a) For thirty days from the date of adjudication sentence or

order;

(b) Where any appeal or petition is preferred within 20 days

aforesaid against the adjudication or conviction resulting

in the sentence or order; until the expiry of seven days

from the date on which such appeal or petition is

disposed of; or,

(c) Where within the seven days of aforesaid any further

appeal or petition in respect or the adjudication, sentence,

conviction or order and the appeal or petition, if allowed

would result in the removal of disqualification, until such

further appeal or petition is disposed.

XV. PROCEEDINGS OF BOARD OF DIRECTORS:

MANAGING DIRECTOR MAY SUMMON MEETING HOW QUESTIONS BE DECIDED.

63. The Managing Director may at any time convene a meeting of

the Board of Directors. Questions arising at any meeting shall

be decided by majority votes The Chairman shall have second

or casting vote.

MEETING OF THE BOARD AND THEIR NOTICE:

64. A meeting of the Board of Directors shall be held for the

despatch of business of the Company at least once in every

three calendar held every calendar year as required under

section 285 of the Act.

QUORUM FOR MEETING:

65. The quorum for a meeting of the Board of the Company shall

be one third its strength (total strength as determined by the Act

and any fraction in that one-third being rounded off as one) or

two Directors whichever is higher; provided that where at any

time the number of interest Directors exceeds or is equal to two

third of the total strength the number of remaining. Directors

who are not interested not being less than two shall be the

quorum during such time

CHAIRMAN OF DIRECTORS MEETING :

66. The State Government may, from among the Directors,

nominate a Chairman of the Board of Director's meetings and

determine the period for which he is to hold office In any

meeting, if the Chairman is not present. Within fifteen minutes

after the time appointed for holding the meeting then the

directors present shall elect one of the directors present to be

the Chairman of the meeting.

DELEGATION OF POWERS TO COMMITTEE:

67. The Board of Directors may, subject to the provisions of section

292 and 297 of the Act, delegate any of the powers to a

committee consisting of such member of members of their body

as they think fit. Proceedings of such committees shall be

placed before the Board of Directors at the next meeting.

WHEN ACTS OF DIRECTORS OF COMMITTEES VALID NOWITHSTANDING DEFECTIE APPOINTMENT ETC.

68. All acts done by any meeting of the Board, or of a Committee of

Directors, of by any person acting as a Director, shall

notwithstanding that it be afterwards discovered that there was

some defect in the appointment of such Directors or persons

acting as aforesaid or that they or any of them were

disqualified, be as valid as if every such person had been duly

appointed and was qualified to be Director.

Provided that nothing in this article shall be deemed to give

validity to acts done by a Director after his appointment has

been shown to the Company to be valid or to have terminated.

RESOLUTION WITHOUT BOARD MEETING VALID :

69. Subject to the provisions of section 289 of the Act, a resolution

in writing approved by such Directors as are then in India or by

a majority of such of then as are entitled to vote on the

resolution shall be as valid and effectual as if it had been

passed at a meeting of the Directors, duly called and held

except those resolutions which the Act requires to be passed at

a Boards meeting.

XVI. RESERVE FUND : 70. The Board may set aside, out of the income of the company of

otherwise, such sums as they may think proper as a reserve

fund, to meet contingencies or for repairing, improving and

maintaining any of the property of the company and for such

other purposes as the Board shall in its absolute discretion

think conductive to the interest of the company and may invest

the several sums so set aside upon such investments (other

than shares of the Company) as it thinks fit from time to time

deal with and very such investments and dispose of all or any

part thereof in the business of the company and that without

being bound to keep the same separate from the other assets.

XVII. ACCOUNTS: 71. The Company shall cause to be kept proper books of accounts

with respect to :

(a) All sums of money received and expended by the Company

and the the matters in respect of which the receipt and

expenditure takes place.

(b) All sales and purchase of goods by the Company.

(c) The Assets and liabilities of the Company.

INSPECTION OF BOOKS OF ACCOUNTS:

72. The Books of accounts shall be kept at the Registered office of

the Company or at such other place as the Board shall think fit

and shall be open to inspection by Directors during business

hours as per conditions laid down by the Board subject to

provision of law in this respect.

ANNUAL ACCOUNT AND BALANCE SHEET :

73. The Board shall at some date not later than18 months after the

incorporation of the Company and subsequently once at least in

every financial year lay before the Company in Annual general,

meeting a balance sheet and income and expenditure account

as per provisions of section 210. of the Act.

In the case of the first Annual General meeting of the company

for the period beginning with the incorporation of the company

and ending with a day which shall not precede the day of the

meeting by more than nine months; and, in the case of any

subsequent annual general meeting of the company to the

period beginning with the day immediately after the period for

which the account was last submitted and ending with a day

which shall not precede the day of the meeting by more than six

months, or in case where an extension of time has been

granted for holding the meeting under the second provision of

sub-section (1) of Section 166, by more than six months and

the extension so granted.

ANNUAL REPORT OF THE BOARD:

74. The Board shall make out attach to every balance sheet a

report with respect to the State of the Company's affairs, the

amount, if any, which it proposes to carry to the Reserve fund,

General Reserve Account shown specifically on the Balance

sheet or to a Reserve fund, General Reserve or Reserve

Account to be shown specifically in subsequent Balance sheet.

The report shall be signed by the Chairman of the Board of the

Directors on behalf of the Board, if authorised in that behalf by

the Board.

CONTENTS OF INCOME AND EXPENDITURE ACCOUNTS

75. The Income and Expenditure account subject to the

provisions of Section 211 of the Act and the Schedule VI

referred therein shall show, arranged under the most

convenient heads the amount of gross income distinguishing

the several sources from which it has been derived, and the

amount of gross expenditure distinguishing expenses of the

establishment, salaries and other like matters every time of

expenditure fairly chargeable against the year's income shall

be brought into account so that a correct balance of income

and expenditure may be laid before the meeting and in case

where any time of expenditure which may in fairness to be

distributed over several years have been incurred in any one

year, the whole amount of such intem shall be stated with

the addition of the reason why only a portion of such

expenditure is charged against the income of the year.

BALANCE SHEET, INCOME AND EXPENDITURE ACCOUNT TO MEMBERS:

76. The Company shall send a copy of such Balance sheet and

Income and Expenditure account together with a copy of the

auditor's report on the registered address of every member

of the Company in the maner in which notices are to be

given there under at least fourteen days before the meeting

at which it is to be laid before the members of the Company.

BOARD TO COMPLY WITH SECTION 209 and 222 OF THE ACT.

77. The Board shall in all respects comply with the provisions of

section 209 and 222 of the Act or any statutory modifications

thereof for the time being in force.

XVIII AUDIT

ACCOUNT TO BE AUDITED ANNUALLY:

78. At least once in every financial year the accounts of the

Company shall be examined and the correctness of income and

expenditure account and balance sheet ascertained by one or

more auditors.

APPOINTMENT OF AUDITORS AND THEIR REMUNERATION:

79. The auditors of the Company shall be appointed by the Central

Government on the advice of the Comptroller and Auditors

General of India and the remuneration, rights and duties shall

be regulated by Sections 224 to 233 of the Act.

AUDITOR'S RIGHT TO ATTEND MEETING

80. The auditors of the Company shall be entitled to attend any

general meetings of the Company at which any accounts

................... which have been examined or reported on by them

are to be laid before the company and may make any

statement or explanation they desire with respect to the

account.

POWER OF THE COMPTROLLER AND AUDITOR GENERAL

81. The Comptroller and auditor General of India shall have power.

(a) To direct the manner in which the Company's account

shall be audited by the auditor / auditors appointed in

pursuance of Articles 79 hereof and to give such auditor /

auditors instructions in regard to any matter relating to the

performance of his / their functions as such.

(b) To conduct a supplementary or test audit of the

Company's accounts by such person or persons as he

may authorise in this behalf, and for the purpose of such

audit to have access at all reasonable times to all

accounts, account books, Vouchers, documents and

other papers of the Company and to require information

or additional information or additional information to be

furnished to any person or persons so authorised on such

matters, by such person or persons and in such form as

the Comptroller and Auditor General may by general or

special order, direct.

COMMENTS UPON OR SUPPLEMENT TO AUDIT REPORT BY THE COMPTROLLER AND AUDITOR GENERAL TO BE PLACED BEFORE GENERAL MEETING :

82. The auditor/auditors aforesaid shall submit a copy of his/their

audit report to the Comptroller and Auditor General of India who

shall have the right to comment upon or supplement the audit

report in such manner as he may think fit. Any such comments

upon or supplement to the Audit report shall be placed before

the Annual General meeting of the Company at the same time

and in the same manner as the Audit Report.

ANNUAL REPORT TO BE LAID BEFORE ASSEMBLY :

83. The State Government shall cause an annual report on the

working and affairs of the company to be :

(a) Prepared within three months of its annual General

meeting before which the Audit report is placed, and.

(b) As soon as may be after such preparation, laid before

both the Houses of the State Assembly with a copy of the

Audit report and comments or supplement referred to in

Article 81.

WHEN ACCOUNTS DEEMED FINALLY SETTLED :

84. Every account of the Board, when audited and aproved by a

general meeting, shall be conclusive except as regards any

error discovered therein within three months next after the

approval thereof. Whenever any such error is discovered within

the period, the account shall forthwith be corrected and

henceforth shall be conclusive.

XIX. RIGHTS OF THE STATE GOVERNMENT :

85. Not withstanding anything contained in any of these Articles,

the State Government may, from time to time issue such

directives as it may consider necessary in regard to the finance,

conduct of business and affairs of the Company and in like

manner may very and annual such directives. The company

shall give immediate effect to the directives so issued. In

Particular the State Government will have the power.

(i) to give directions to the Company as to the exercise and

performance of its functions in matters involving national

security and substantial public interest.

(ii) to call for such returns, accounts and other information, with

respect to the property and activities of the Company as may

be required from time to time.

(iii) to approve agreement involving foreign collaboration proposed

to be entered into by the Company.

Provide that all directives issued by the State Government shall

be in writing addressed to the Managing Director. The Board

shall, except where the State Government considered that the

interest of the national security requires otherwise, incorporate

the contents of directives issued by the State Government in

the annual report of the company and also indicate its impact

on the financial position of the company.

XX. NOTICES :

HOW NOTICE TO BE SERVED ON MEMBERS :

86. A notice may be given by the Company to any member either

personally or by sending it by post to his at his registered

address.

WHEN NOTICE MAY BE GIVEN BY ADVERTISEMENT :

87. If a member has no registered address and has not supplied to

the company an address for the giving of notices to him, a

notice addressed to him and advertised in newspaper

circulating in the neghbourhood of the Registered office of the

Company shall be deemed to be duly given to him on the day

on which the Advertisement appears.

NOTICE TO JOINT HOLDERS:

88. A notice may be given by Company to the Joint holders of a

share by giving the notice to the Joint holder whose name

appears first in the Register in respect of the share.

HOW NOTICE BE SIGNED :

89. The signature to any notice to be given by the Company may

be written or printed.

PERIOD OF NOTICE HOW CALCULATED :

90. Where a given number of days notice or notices extending over

any other period is required to be given, the day of service shall

unless it is otherwise provided, be counted in such manner of

days or other period.

XXI. WINDING UP

DISTRIBUTION OF ASSETS ON WINDING UP :

91. The State Government may wind up the company, if it is

satisfied that the Company is no longer required to pursue the

objectives for which it had been set-up or is convinced that it is

unable to manage its affairs as per provisions made hereunder

these articles and in accordance with law. For winding up, the

State Government shall issue a gazette notification which will

also spell out the manner in which the assets and liabilities of

the Company will be disposed of and / or handled.

XXII SECRECY CLAUSE :

92. No member shall be entitled to require discovery of or any

information in respect of any details of the Company's activities

which in the opinion of the Board it will inexpedient in the

interest of the members of the Company to communicate to the

public.

XXIII. INDEMNITY :

93. Subject to the provision of Section 201 of the Act every

Director, Manager, auditor, Secretary and other officer or

servant of the Company shall be indemnified by the Company

and it shall be the duty of the Directors out of the funds of the

company to pay all costs losses and expenses which any such

officer of any contract entered into, or act or thing done by him

as such officer or servant, or in any way in the bonafide

discharge of his duties; and the amount for which indemnity in

provided shall immediately attached as a lien on the property of

the Company and have priority as between the members over

all other claims.

INDIVIDUAL RESPONSIBILITY OF DIRECTORS : 94. No Director, or other officer of the Company shall be liable for

the acts, receipts, neglects or defaults of any other Directors or

officer of the Company or for joining in any receipt or other act

for conformity, or for any loss or expenses happening to the

Company through the inefficiency or deficiency of title to any

property acquired by the order of the Directors for and on behalf

of the Company, or for the insufficiency or deficiency of any

security in or upon which any of the moneys of the company

shall be invested, or for any loss or damage arising from the

bankruptcy, insolvency or tortuous act of any person with whom

any moneys, securities or effects shall be deposited or for any

loss occasioned by any error of judgement or oversight on his

part, or for any other loss, damage or misfortune whatever

which shall happen in the execution of the duties of his officer

or in relation thereto unless the same happens through his own

negligence or dishonesty.